DIVISION 1. GENERAL CORPORATION LAW [100 - 2319]

CHAPTER 14. Bankruptcy Reorganizations and Arrangements [1400 - 1403]

(a) Any domestic corporation with respect to which a proceeding has been initiated under any applicable statute of the United States, as now existing or hereafter enacted, relating to reorganizations of corporations, has full power and authority to put into effect and carry out any plan of reorganization and the orders of the court or judge entered in such proceeding and may take any proceeding and do any
act provided in the plan or directed by such orders, without further action by its board or shareholders. Such power and authority may be exercised and such proceedings and acts may be taken, as may be directed by such orders, by the trustee or trustees of such corporation appointed in the reorganization proceeding (or a majority thereof), or if none is appointed and acting, by officers of the corporation designated or a master or other representative appointed by the court or judge, with like effect as if exercised and taken by unanimous action of the board and shareholders of the corporation.

(b) Such corporation may, in the manner provided in subdivision (a), but without limiting the generality or effect of subdivision (a), alter, amend or repeal its bylaws; constitute or reconstitute its board and name, constitute or appoint directors and officers in place of or in addition to all or some of the directors or officers then in office; amend
its articles; make any change in its capital stock; make any other amendment, change, alteration or provision authorized by this division; be dissolved, transfer all or part of its assets or merge as permitted by this division, in which case, however, no shareholder shall have any statutory dissenter’s rights; change the location of its principal executive office or remove or appoint an agent to receive service of process; authorize and fix the terms, manner and conditions of the issuance of bonds, debentures or other obligations, whether or not convertible into shares of any class or bearing warrants or rights to purchase or subscribe to shares of any class; or lease its property and franchises to any corporation, if permitted by law.

(a) A certificate of any amendment, change or alteration or of dissolution or any agreement of merger made by a corporation pursuant to Section 1400 and executed as provided in subdivision (b), shall be filed and shall thereupon become effective in accordance with its terms and the provisions of this chapter.

(b) The certificate, agreement of merger, or other instrument shall be signed and verified, as may be directed by the orders of the court or judge, by the trustee or trustees appointed in the reorganization proceeding (or a majority thereof) or, if none is appointed and acting, by officers of the corporation designated or by a master or other representative appointed by the court or judge, and shall state that provision for the making of that certificate,
agreement of merger, or instrument is contained in an order, identifying the same, of a court or judge having jurisdiction of a proceeding under a statute of the United States for the reorganization of that corporation.

(c) Notwithstanding subdivision (b), a trustee, liquidating agent, responsible officer, or other representative appointed by the court for a corporation, with respect to which a proceeding has been initiated under any applicable statute of the United States as described in subdivision (a) of Section 1401.5 may execute and file a certificate of dissolution as provided in subdivision (b) of Section 1401.5.

(a) A trustee, liquidating agent, responsible officer, or other representative appointed by the court for a corporation subject to an order for relief entered in a case under Chapter 11 (commencing with Section 1101) of Title 11 of the United States Code may sign and verify a certificate of dissolution when the corporation has been completely wound up.

(b) The certificate of dissolution shall state the following:

(1) The name of the corporation.

(2) That an order for relief was entered in a case under Chapter 11 (commencing with Section 1101) of Title 11 of the United States Code with respect to the corporation.

(3) The identification of the court in which the order for relief was entered and the court’s file number for the matter.

(4) That an order confirming a reorganization plan has been entered in that case.

(5) That the undersigned has been appointed by the court as a trustee, liquidating agent, responsible officer, or other representative of the corporation.

(6) That the shares of the corporation have been canceled pursuant to the terms of that plan.

(7) That the assets of the corporation have been distributed pursuant to the terms of that plan.

(8) That the corporation is dissolved.

No
reimbursement is required by this act pursuant to Section 6 of Article XIII B of the California Constitution because the only costs that may be incurred by a local agency or school district will be incurred because this act creates a new crime or infraction, eliminates a crime or infraction, or changes the penalty for a crime or infraction, within the meaning of Section 17556 of the Government Code, or changes the definition of a crime within the meaning of Section 6 of Article XIII B of the California Constitution.

The provisions of this chapter shall cease to apply to a corporation upon the entry of a final decree in the reorganization proceeding closing the case and discharging the trustee or trustees, if any, whether or not jurisdiction may be retained thereafter by the court for limited purposes which do not relate to the consummation of the plan.

For filing any certificate, agreement or other paper pursuant to this chapter there shall be paid to the Secretary of State the same fees as are payable by corporations not in reorganization proceedings upon the filing of like certificates, agreements or other papers.